TIDMTOMK
RNS Number : 2676T
Tomkins plc
24 September 2010
Not for release, publication or distribution, in whole or in part, in, into or
from any jurisdiction where to do so would constitute a violation of the
relevant laws or regulations of such jurisdiction
24 September 2010
Recommended cash acquisition of Tomkins plc by Pinafore Acquisitions
Limited
Scheme of Arrangement becomes effective
The Independent Directors of Tomkins are pleased to announce that the Scheme of
Arrangement under Part 26 of the Companies Act 2006 to implement the acquisition
of Tomkins by Pinafore has become effective in accordance with its terms.
As announced on 21 September 2010, Tomkins Shares will cease to be listed on the
Official List of the UK Listing Authority and their admission to trading on the
main market of the London Stock Exchange will be cancelled at 8.00 a.m. (London
time) on 28 September 2010, and Tomkins ADRs will be permanently suspended from
trading on the New York Stock Exchange from 5.00 p.m. (New York time) on 24
September 2010.
Elections for Loan Notes have been validly made with respect to 8,937,843
Tomkins Shares (excluding any elections received by Tomkins in respect of
unissued Tomkins Shares pursuant to the Tomkins Share Schemes), representing
GBP29,047,989 aggregate nominal value of Loan Notes. The minimum threshold of
GBP2 million in aggregate nominal value for all Loan Notes has therefore been
exceeded and the Loan Notes will be issued by Pinafore in accordance with the
terms of the Scheme.
Settlement of cash consideration, and the issue of certificates in respect of
Loan Notes pursuant to the Loan Note Alternative should be effected by Pinafore
by 8 October 2010.
Unless the context otherwise requires, terms defined in the announcement of the
acquisition on 27 July 2010 have the same meaning in this announcement.
Enquiries:
+-----------------------------------------+--------------------+
| J.P. Morgan Cazenove (financial adviser | +44 (0)20 7742 |
| to Tomkins) | 4000 |
+-----------------------------------------+--------------------+
| Edmund Byers | |
| Barry Weir | |
| Patrick Magee | |
+-----------------------------------------+--------------------+
| Finsbury (PR adviser to Tomkins) | +44 (0)20 7251 |
| | 3801 |
+-----------------------------------------+--------------------+
| Rollo Head | |
| Clare Hunt | |
+-----------------------------------------+--------------------+
J.P. Morgan plc, which conducts its UK investment banking businesses as J.P.
Morgan Cazenove and is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Tomkins and for no one
else in connection with the Acquisition and will not be responsible to anyone
other than Tomkins for providing the protections afforded to clients of J.P.
Morgan plc nor for providing advice in relation to the Acquisition or any matter
referred to in this announcement.
The distribution of this announcement to persons who are not resident in the
United Kingdom may be affected by the laws of the relevant jurisdictions in
which they are located or of which they are citizens. Persons who are not
resident in the United Kingdom should inform themselves about, and observe, any
applicable legal or regulatory requirements of their jurisdictions. Further
details in relation to overseas shareholders are contained in the Scheme
Document.
Dealing disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any
class of relevant securities of an offeree company or of any paper offeror
(being any offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer period and,
if later, following the announcement in which any paper offeror is first
identified. An Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any paper offeror(s). An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made
by no later than 3.30 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30 p.m.
(London time) on the 10th business day following the announcement in which any
paper offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to the deadline
for making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
paper offeror must make a Dealing Disclosure if the person deals in any relevant
securities of the offeree company or of any paper offeror. A Dealing Disclosure
must contain details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant securities of each
of (i) the offeree company and (ii) any paper offeror, save to the extent that
these details have previously been disclosed under Rule 8. A Dealing Disclosure
by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m.
(London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a paper offeror, they will be deemed to be a
single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any
offeror and Dealing Disclosures must also be made by the offeree company, by any
offeror and by any persons acting in concert with any of them (see Rules 8.1,
8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made can
be found in the Disclosure Table on the Takeover Panel's website
at www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. If you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure, you should contact
the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
Publication on website
A copy of this announcement will be available on the "Recommended Acquisition by
Pinafore Acquisitions Limited" section of the Investors page of the Tomkins
website (www.tomkins.co.uk) by no later than 5.00 p.m. (London time) on 24
September 2010.
This information is provided by RNS
The company news service from the London Stock Exchange
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